Form 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Lancaster Colony Corporation
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(Exact name of registrant as specified in its charter)
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Ohio
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13-1955943
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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37 West Broad Street
Columbus, Ohio
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43215
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(Address of principal executive offices)
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(Zip Code)
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614-224-7141
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, without par value
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NASDAQ Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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2015
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2014
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2013
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Specialty Foods
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Non-frozen
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67%
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65%
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64%
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Frozen
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33%
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35%
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36%
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Location
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Principal Products Involved
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Terms of Occupancy
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Altoona, IA (4)
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Frozen pasta
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Owned/Leased
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Bedford Heights, OH (2)
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Frozen breads
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Owned/Leased
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Columbus, OH (2)
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Sauces, dressings, dips, distribution of frozen foods
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Owned/Leased
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Grove City, OH
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Distribution of non-frozen foods
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Owned
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Horse Cave, KY
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Sauces, dressings, dips, frozen rolls
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Owned
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Luverne, AL
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Frozen rolls
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Owned
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Milpitas, CA (5)
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Sauces and dressings
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Owned/Leased
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Saline, MI (1)
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Flatbread wraps and pizza crusts
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Owned/Leased
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Wareham, MA (3)
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Croutons
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Leased
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(1)
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Part leased for term expiring in fiscal 2016
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(2)
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Part leased for term expiring in fiscal 2017
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(3)
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Fully leased for term expiring in fiscal 2019
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(4)
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Part leased for term expiring in fiscal 2020
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(5)
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Part leased for term expiring in fiscal 2021
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Stock Prices
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Dividends Paid Per Share
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||||||||
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High
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Low
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||||||
2015
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First Quarter
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$
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97.44
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$
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84.48
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$
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0.44
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Second Quarter
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$
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96.95
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$
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81.96
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0.46
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Third Quarter
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$
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96.43
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$
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86.85
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0.46
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Fourth Quarter
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$
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97.77
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$
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87.23
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0.46
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Year
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$
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1.82
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2014
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First Quarter
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$
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86.13
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$
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70.29
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$
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0.40
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Second Quarter
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$
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89.95
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$
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76.56
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0.44
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Third Quarter
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$
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99.73
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$
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81.91
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0.44
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Fourth Quarter
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$
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99.69
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$
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85.12
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0.44
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Year
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$
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1.72
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Period
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Total
Number
of Shares
Purchased
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Average
Price Paid
Per Share
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Total
Number of
Shares
Purchased
as Part of
Publicly
Announced
Plans
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Maximum
Number of
Shares that
May Yet be
Purchased
Under the
Plans
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April 1-30, 2015
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—
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$
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—
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—
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1,419,682
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May 1-31, 2015
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—
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$
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—
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—
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1,419,682
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June 1-30, 2015
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—
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$
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—
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—
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1,419,682
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Total
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—
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$
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—
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—
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1,419,682
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Cumulative Total Return (Dollars)
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||||||||||||
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6/10
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6/11
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6/12
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6/13
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6/14
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6/15
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Lancaster Colony Corporation
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100.00
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116.76
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139.68
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166.97
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207.85
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202.47
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S&P Midcap 400
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100.00
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139.38
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136.13
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170.42
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213.43
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227.08
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Dow Jones U.S. Food Producers
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100.00
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135.30
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141.23
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181.43
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218.21
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243.53
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Years Ended June 30,
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(Thousands Except Per Share Figures)
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2015
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2014
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2013
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2012
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2011
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Operations
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Net Sales (1)
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$
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1,104,514
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$
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1,041,075
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$
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1,013,803
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$
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988,937
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$
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922,856
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Gross Margin (1)
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$
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257,692
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$
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248,568
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$
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244,707
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$
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223,428
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$
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223,785
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Percent of Net Sales
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23.3
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%
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23.9
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%
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24.1
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%
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22.6
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%
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24.2
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%
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Income From Continuing Operations Before Income Taxes (1)
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$
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154,552
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$
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153,279
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$
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153,818
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$
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141,216
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$
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143,288
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Percent of Net Sales
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14.0
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%
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14.7
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%
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15.2
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%
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14.3
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%
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15.5
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%
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Taxes Based on Income (1)
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$
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52,866
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$
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52,293
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$
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49,958
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$
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48,867
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$
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48,908
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Income From Continuing Operations (1)
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$
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101,686
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$
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100,986
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$
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103,860
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$
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92,349
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$
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94,380
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Percent of Net Sales
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9.2
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%
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9.7
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%
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10.2
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%
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9.3
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%
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10.2
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%
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Continuing Operations Diluted Net Income Per Common Share (1)
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$
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3.72
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$
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3.69
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$
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3.79
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$
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3.38
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$
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3.41
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Cash Dividends Per Common Share - Regular
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$
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1.82
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$
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1.72
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$
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1.52
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$
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1.41
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$
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1.29
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Cash Dividends Per Common Share - Special
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$
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—
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$
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—
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$
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5.00
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$
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—
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$
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—
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Financial Position
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Total Assets
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$
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714,944
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$
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638,630
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$
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619,964
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$
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682,635
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$
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622,089
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Property, Plant and Equipment-Net (1)
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$
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172,311
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$
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168,674
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$
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168,074
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$
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161,029
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$
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161,064
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Property Additions (1) (2)
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$
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18,298
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$
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15,645
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$
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23,460
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$
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15,506
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$
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34,395
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Depreciation and Amortization (1)
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$
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21,111
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$
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18,993
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$
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17,617
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$
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17,589
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$
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15,513
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Long-Term Debt
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$
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—
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$
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—
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$
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—
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$
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—
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$
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—
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Shareholders’ Equity
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$
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580,918
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$
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528,597
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$
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501,222
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$
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564,267
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$
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517,539
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Per Common Share
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$
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21.23
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$
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19.33
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$
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18.34
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$
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20.68
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$
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18.90
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Weighted Average Common Shares Outstanding-Diluted
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27,327
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27,308
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27,285
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27,265
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27,689
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(1)
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Amounts exclude the impact of the discontinued Glassware & Candles segment operations for all years presented.
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(2)
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Amount for 2015 excludes property of $6.9 million obtained in the Flatout acquisition.
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•
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leading retail market positions in several branded products with a high-quality perception;
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•
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recognized innovation in retail products;
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•
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a broad customer base in both retail and foodservice accounts;
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•
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well-regarded culinary expertise among foodservice accounts;
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•
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recognized leadership in foodservice product development;
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•
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experience in integrating complementary business acquisitions; and
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•
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historically strong cash flow generation that supports growth opportunities.
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•
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leveraging the strength of our retail brands to increase current product sales;
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•
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introducing new retail products and expanding into new channels;
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•
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growing our foodservice sales through the strength of our reputation in product development and quality; and
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•
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pursuing acquisitions that meet our strategic criteria.
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Year Ended June 30,
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Change
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||||||||||||||||||||||
(Dollars in thousands)
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2015
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|
2014
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2013
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2015 vs. 2014
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2014 vs. 2013
|
||||||||||||||||
Net Sales
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$
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1,104,514
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$
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1,041,075
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$
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1,013,803
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$
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63,439
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6
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%
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$
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27,272
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|
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3
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%
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Gross Margin
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$
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257,692
|
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$
|
248,568
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$
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244,707
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$
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9,124
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4
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%
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$
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3,861
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2
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%
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Gross Margin as a Percentage of Net Sales
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23.3
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%
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23.9
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%
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24.1
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%
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|
|
|
|
|
|
|
|
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Year Ended June 30,
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Change
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||||||||||||||||||||||
(Dollars in thousands)
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2015
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|
2014
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|
2013
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2015 vs. 2014
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2014 vs. 2013
|
||||||||||||||||
SG&A Expenses
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$
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102,831
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|
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$
|
94,801
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|
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$
|
90,784
|
|
|
$
|
8,030
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|
8
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%
|
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$
|
4,017
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4
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%
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SG&A Expenses as a Percentage of Net Sales
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9.3
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%
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|
9.1
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%
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|
9.0
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%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
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Change
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||||||||||||||||||||||
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
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|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Operating Income
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|
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|
|
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|
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|
||||||||||||
Specialty Foods
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$
|
167,095
|
|
|
$
|
165,383
|
|
|
$
|
165,710
|
|
|
$
|
1,712
|
|
|
1
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%
|
|
$
|
(327
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)
|
|
—
|
%
|
Corporate Expenses
|
(12,234
|
)
|
|
(11,616
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)
|
|
(11,787
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)
|
|
(618
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)
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|
5
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%
|
|
171
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|
|
(1
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)%
|
|||||
Total
|
$
|
154,861
|
|
|
$
|
153,767
|
|
|
$
|
153,923
|
|
|
$
|
1,094
|
|
|
1
|
%
|
|
$
|
(156
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)
|
|
—
|
%
|
Operating Income as a Percentage of Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
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|
||||||||||||
Specialty Foods
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15.1
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%
|
|
15.9
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%
|
|
16.3
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
14.0
|
%
|
|
14.8
|
%
|
|
15.2
|
%
|
|
|
|
|
|
|
|
|
|
Year Ended June 30,
|
|
Change
|
||||||||||||||||||||||
(Dollars in thousands)
|
2015
|
|
2014
|
|
2013
|
|
2015 vs. 2014
|
|
2014 vs. 2013
|
||||||||||||||||
Provided By Operating Activities
|
$
|
132,772
|
|
|
$
|
129,091
|
|
|
$
|
131,682
|
|
|
$
|
3,681
|
|
|
3
|
%
|
|
$
|
(2,591
|
)
|
|
(2
|
)%
|
(Used In) Provided By Investing Activities
|
$
|
(112,325
|
)
|
|
$
|
8,475
|
|
|
$
|
(22,378
|
)
|
|
$
|
(120,800
|
)
|
|
N/M
|
|
|
$
|
30,853
|
|
|
138
|
%
|
Used In Financing Activities
|
$
|
(49,784
|
)
|
|
$
|
(49,412
|
)
|
|
$
|
(177,554
|
)
|
|
$
|
(372
|
)
|
|
(1
|
)%
|
|
$
|
128,142
|
|
|
72
|
%
|
|
Payment Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Operating Lease Obligations (1)
|
$
|
15,548
|
|
|
$
|
4,754
|
|
|
$
|
6,608
|
|
|
$
|
3,902
|
|
|
$
|
284
|
|
Purchase Obligations (2)
|
130,730
|
|
|
122,685
|
|
|
7,420
|
|
|
625
|
|
|
—
|
|
|||||
Other Noncurrent Liabilities (as reflected on Consolidated Balance Sheet) (3)
|
647
|
|
|
—
|
|
|
647
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
146,925
|
|
|
$
|
127,439
|
|
|
$
|
14,675
|
|
|
$
|
4,527
|
|
|
$
|
284
|
|
(1)
|
Operating leases are primarily entered into for warehouse and office facilities and certain equipment. See Note 5 to the consolidated financial statements for further information.
|
(2)
|
Purchase obligations represent purchase orders and longer-term purchase arrangements related to the procurement of raw materials, supplies, services, and property, plant and equipment.
|
(3)
|
This amount does not include $23.0 million of other noncurrent liabilities recorded on the balance sheet, which consist of the underfunded pension liability, other post employment benefit obligations, tax liabilities, noncurrent workers compensation obligations, deferred compensation and interest on deferred compensation. These items are excluded, as it is not certain when these liabilities will become due. See Notes 9, 12, 13 and 14 to the consolidated financial statements for further information.
|
•
|
fluctuations in the cost and availability of egg-based ingredients;
|
•
|
fluctuations in the cost and availability of other raw materials and packaging;
|
•
|
the reaction of customers or consumers to the effect of price increases we may implement;
|
•
|
the potential for loss of larger programs or key customer relationships;
|
•
|
the effect of consolidation of customers within key market channels;
|
•
|
price and product competition;
|
•
|
the success and cost of new product development efforts;
|
•
|
the lack of market acceptance of new products;
|
•
|
the possible occurrence of product recalls or other defective or mislabeled product costs;
|
•
|
changes in demand for our products, which may result from loss of brand reputation or customer goodwill;
|
•
|
maintenance of competitive position with respect to other manufacturers;
|
•
|
adverse changes in freight, energy or other costs of producing, distributing or transporting our products;
|
•
|
capacity constraints that may affect our ability to meet demand or may increase our costs;
|
•
|
dependence on contract manufacturers;
|
•
|
efficiencies in plant operations;
|
•
|
stability of labor relations;
|
•
|
the outcome of any litigation or arbitration;
|
•
|
the impact of fluctuations in our pension plan asset values on funding levels, contributions required and benefit costs;
|
•
|
the ability to successfully integrate and grow the Flatout business;
|
•
|
the extent to which future business acquisitions are completed and acceptably integrated;
|
•
|
dependence on key personnel;
|
•
|
changes in financial markets;
|
•
|
access to any required financing;
|
•
|
changes in estimates in critical accounting judgments; and
|
•
|
certain other risk factors, including those discussed in other filings we have submitted to the Securities and Exchange Commission.
|
/s/ Deloitte & Touche LLP
|
Deloitte & Touche LLP
|
|
June 30,
|
||||||
(Amounts in thousands, except share data)
|
2015
|
|
2014
|
||||
ASSETS
|
|||||||
Current Assets:
|
|
|
|
||||
Cash and equivalents
|
$
|
182,202
|
|
|
$
|
211,539
|
|
Receivables (less allowance for doubtful accounts, 2015-$206; 2014-$432)
|
62,437
|
|
|
57,808
|
|
||
Inventories:
|
|
|
|
||||
Raw materials
|
30,655
|
|
|
28,069
|
|
||
Finished goods
|
47,244
|
|
|
46,447
|
|
||
Total inventories
|
77,899
|
|
|
74,516
|
|
||
Deferred income taxes and other current assets
|
20,460
|
|
|
23,428
|
|
||
Total current assets
|
342,998
|
|
|
367,291
|
|
||
Property, Plant and Equipment:
|
|
|
|
||||
Land, buildings and improvements
|
113,844
|
|
|
107,690
|
|
||
Machinery and equipment
|
253,143
|
|
|
238,791
|
|
||
Total cost
|
366,987
|
|
|
346,481
|
|
||
Less accumulated depreciation
|
194,676
|
|
|
177,807
|
|
||
Property, plant and equipment-net
|
172,311
|
|
|
168,674
|
|
||
Other Assets:
|
|
|
|
||||
Goodwill
|
143,788
|
|
|
89,840
|
|
||
Other intangible assets-net
|
47,771
|
|
|
5,376
|
|
||
Other noncurrent assets
|
8,076
|
|
|
7,449
|
|
||
Total
|
$
|
714,944
|
|
|
$
|
638,630
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
38,823
|
|
|
$
|
37,907
|
|
Accrued liabilities
|
35,821
|
|
|
31,165
|
|
||
Total current liabilities
|
74,644
|
|
|
69,072
|
|
||
Other Noncurrent Liabilities
|
23,654
|
|
|
22,208
|
|
||
Deferred Income Taxes
|
35,728
|
|
|
18,753
|
|
||
Commitments and Contingencies
|
|
|
|
||||
Shareholders’ Equity:
|
|
|
|
||||
Preferred stock-authorized 3,050,000 shares; outstanding-none
|
|
|
|
||||
Common stock-authorized 75,000,000 shares; outstanding-2015-27,360,581 shares; 2014-27,339,421 shares
|
107,767
|
|
|
104,789
|
|
||
Retained earnings
|
1,219,119
|
|
|
1,167,211
|
|
||
Accumulated other comprehensive loss
|
(10,057
|
)
|
|
(8,061
|
)
|
||
Common stock in treasury, at cost
|
(735,911
|
)
|
|
(735,342
|
)
|
||
Total shareholders’ equity
|
580,918
|
|
|
528,597
|
|
||
Total
|
$
|
714,944
|
|
|
$
|
638,630
|
|
|
Years Ended June 30,
|
||||||||||
(Amounts in thousands, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
$
|
1,104,514
|
|
|
$
|
1,041,075
|
|
|
$
|
1,013,803
|
|
Cost of Sales
|
846,822
|
|
|
792,507
|
|
|
769,096
|
|
|||
Gross Margin
|
257,692
|
|
|
248,568
|
|
|
244,707
|
|
|||
Selling, General and Administrative Expenses
|
102,831
|
|
|
94,801
|
|
|
90,784
|
|
|||
Operating Income
|
154,861
|
|
|
153,767
|
|
|
153,923
|
|
|||
Interest Income and Other-Net
|
(309
|
)
|
|
(488
|
)
|
|
(105
|
)
|
|||
Income From Continuing Operations Before Income Taxes
|
154,552
|
|
|
153,279
|
|
|
153,818
|
|
|||
Taxes Based on Income
|
52,866
|
|
|
52,293
|
|
|
49,958
|
|
|||
Income From Continuing Operations
|
101,686
|
|
|
100,986
|
|
|
103,860
|
|
|||
Discontinued Operations, Net of Tax:
|
|
|
|
|
|
||||||
Income from discontinued operations
|
—
|
|
|
3,058
|
|
|
5,389
|
|
|||
Loss on sale of discontinued operations
|
—
|
|
|
(29,058
|
)
|
|
—
|
|
|||
Total discontinued operations
|
—
|
|
|
(26,000
|
)
|
|
5,389
|
|
|||
Net Income
|
$
|
101,686
|
|
|
$
|
74,986
|
|
|
$
|
109,249
|
|
Income Per Common Share From Continuing Operations:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.72
|
|
|
$
|
3.70
|
|
|
$
|
3.80
|
|
Diluted
|
$
|
3.72
|
|
|
$
|
3.69
|
|
|
$
|
3.79
|
|
(Loss) Income Per Common Share From Discontinued Operations:
|
|
|
|
|
|
||||||
Basic and diluted
|
$
|
—
|
|
|
$
|
(0.95
|
)
|
|
$
|
0.20
|
|
Net Income Per Common Share:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.72
|
|
|
$
|
2.75
|
|
|
$
|
4.00
|
|
Diluted
|
$
|
3.72
|
|
|
$
|
2.74
|
|
|
$
|
3.99
|
|
Weighted Average Common Shares Outstanding:
|
|
|
|
|
|
||||||
Basic
|
27,300
|
|
|
27,264
|
|
|
27,252
|
|
|||
Diluted
|
27,327
|
|
|
27,308
|
|
|
27,285
|
|
|
Years Ended June 30,
|
||||||||||
(Amounts in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Net Income
|
$
|
101,686
|
|
|
$
|
74,986
|
|
|
$
|
109,249
|
|
Other Comprehensive (Loss) Income:
|
|
|
|
|
|
||||||
Defined Benefit Pension and Postretirement Benefit Plans:
|
|
|
|
|
|
||||||
Net (loss) gain arising during the period, before tax
|
(3,563
|
)
|
|
96
|
|
|
5,322
|
|
|||
Amortization of loss, before tax
|
401
|
|
|
433
|
|
|
665
|
|
|||
Amortization of transition asset, before tax
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Amortization of prior service asset, before tax
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Total Other Comprehensive (Loss) Income, Before Tax
|
(3,167
|
)
|
|
524
|
|
|
5,981
|
|
|||
Tax Attributes of Items in Other Comprehensive (Loss) Income:
|
|
|
|
|
|
||||||
Net (loss) gain arising during the period, tax
|
1,318
|
|
|
(36
|
)
|
|
(1,965
|
)
|
|||
Amortization of loss, tax
|
(149
|
)
|
|
(160
|
)
|
|
(247
|
)
|
|||
Amortization of transition asset, tax
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service asset, tax
|
2
|
|
|
2
|
|
|
2
|
|
|||
Total Tax Benefit (Expense)
|
1,171
|
|
|
(194
|
)
|
|
(2,210
|
)
|
|||
Other Comprehensive (Loss) Income, Net of Tax
|
(1,996
|
)
|
|
330
|
|
|
3,771
|
|
|||
Comprehensive Income
|
$
|
99,690
|
|
|
$
|
75,316
|
|
|
$
|
113,020
|
|
|
Years Ended June 30,
|
||||||||||
(Amounts in thousands)
|
2015
|
|
2014
|
|
2013
|
||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
101,686
|
|
|
$
|
74,986
|
|
|
$
|
109,249
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
21,111
|
|
|
20,407
|
|
|
20,114
|
|
|||
Deferred income taxes and other noncash changes
|
306
|
|
|
2,720
|
|
|
1,278
|
|
|||
Stock-based compensation expense
|
3,040
|
|
|
2,472
|
|
|
2,901
|
|
|||
Excess tax benefit from stock-based compensation
|
(563
|
)
|
|
(1,020
|
)
|
|
(794
|
)
|
|||
(Gain) loss on sale of property
|
—
|
|
|
(6
|
)
|
|
753
|
|
|||
Loss on sale of discontinued operations
|
—
|
|
|
44,033
|
|
|
—
|
|
|||
Pension plan activity
|
(591
|
)
|
|
(243
|
)
|
|
(61
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(1,900
|
)
|
|
(6,881
|
)
|
|
1,522
|
|
|||
Inventories
|
366
|
|
|
1,122
|
|
|
(1,321
|
)
|
|||
Other current assets
|
5,229
|
|
|
(1,147
|
)
|
|
(4,853
|
)
|
|||
Accounts payable and accrued liabilities
|
4,088
|
|
|
(7,352
|
)
|
|
2,894
|
|
|||
Net cash provided by operating activities
|
132,772
|
|
|
129,091
|
|
|
131,682
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Cash paid for acquisition, net of cash acquired
|
(92,217
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on property additions
|
(18,298
|
)
|
|
(15,961
|
)
|
|
(24,147
|
)
|
|||
Proceeds from sale of property
|
—
|
|
|
6
|
|
|
2,836
|
|
|||
Proceeds from sale of discontinued operations
|
—
|
|
|
25,610
|
|
|
—
|
|
|||
Other-net
|
(1,810
|
)
|
|
(1,180
|
)
|
|
(1,067
|
)
|
|||
Net cash (used in) provided by investing activities
|
(112,325
|
)
|
|
8,475
|
|
|
(22,378
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Purchase of treasury stock
|
(569
|
)
|
|
(3,120
|
)
|
|
(609
|
)
|
|||
Payment of dividends
|
(49,778
|
)
|
|
(46,988
|
)
|
|
(178,063
|
)
|
|||
Excess tax benefit from stock-based compensation
|
563
|
|
|
1,020
|
|
|
794
|
|
|||
(Decrease) increase in cash overdraft balance
|
—
|
|
|
(324
|
)
|
|
324
|
|
|||
Net cash used in financing activities
|
(49,784
|
)
|
|
(49,412
|
)
|
|
(177,554
|
)
|
|||
Net change in cash and equivalents
|
(29,337
|
)
|
|
88,154
|
|
|
(68,250
|
)
|
|||
Cash and equivalents at beginning of year
|
211,539
|
|
|
123,385
|
|
|
191,635
|
|
|||
Cash and equivalents at end of year
|
$
|
182,202
|
|
|
$
|
211,539
|
|
|
$
|
123,385
|
|
(Amounts in thousands,
except per share data)
|
|
Common Stock
Outstanding
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Treasury
Stock
|
|
Total
Shareholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
|
||||||||||||
Balance, June 30, 2012
|
|
27,287
|
|
|
$
|
100,015
|
|
|
$
|
1,208,027
|
|
|
$
|
(12,162
|
)
|
|
$
|
(731,613
|
)
|
|
$
|
564,267
|
|
Net income
|
|
|
|
|
|
109,249
|
|
|
|
|
|
|
109,249
|
|
|||||||||
Net pension and postretirement benefit gains, net of $2,210 tax effect
|
|
|
|
|
|
|
|
3,771
|
|
|
|
|
3,771
|
|
|||||||||
Cash dividends - common stock ($6.52 per share)
|
|
|
|
|
|
(178,063
|
)
|
|
|
|
|
|
(178,063
|
)
|
|||||||||
Purchase of treasury stock
|
|
(8
|
)
|
|
|
|
|
|
|
|
(609
|
)
|
|
(609
|
)
|
||||||||
Stock-based plans, including excess tax benefits
|
|
45
|
|
|
(294
|
)
|
|
|
|
|
|
|
|
(294
|
)
|
||||||||
Stock-based compensation expense
|
|
|
|
2,901
|
|
|
|
|
|
|
|
|
2,901
|
|
|||||||||
Balance, June 30, 2013
|
|
27,324
|
|
|
102,622
|
|
|
1,139,213
|
|
|
(8,391
|
)
|
|
(732,222
|
)
|
|
501,222
|
|
|||||
Net income
|
|
|
|
|
|
74,986
|
|
|
|
|
|
|
74,986
|
|
|||||||||
Net pension and postretirement benefit gains, net of $194 tax effect
|
|
|
|
|
|
|
|
330
|
|
|
|
|
330
|
|
|||||||||
Cash dividends - common stock ($1.72 per share)
|
|
|
|
|
|
(46,988
|
)
|
|
|
|
|
|
(46,988
|
)
|
|||||||||
Purchase of treasury stock
|
|
(42
|
)
|
|
|
|
|
|
|
|
(3,120
|
)
|
|
(3,120
|
)
|
||||||||
Stock-based plans, including excess tax benefits
|
|
57
|
|
|
(305
|
)
|
|
|
|
|
|
|
|
(305
|
)
|
||||||||
Stock-based compensation expense
|
|
|
|
2,472
|
|
|
|
|
|
|
|
|
2,472
|
|
|||||||||
Balance, June 30, 2014
|
|
27,339
|
|
|
104,789
|
|
|
1,167,211
|
|
|
(8,061
|
)
|
|
(735,342
|
)
|
|
528,597
|
|
|||||
Net income
|
|
|
|
|
|
101,686
|
|
|
|
|
|
|
101,686
|
|
|||||||||
Net pension and postretirement benefit losses, net of ($1,171) tax effect
|
|
|
|
|
|
|
|
(1,996
|
)
|
|
|
|
(1,996
|
)
|
|||||||||
Cash dividends - common stock ($1.82 per share)
|
|
|
|
|
|
(49,778
|
)
|
|
|
|
|
|
(49,778
|
)
|
|||||||||
Purchase of treasury stock
|
|
(6
|
)
|
|
|
|
|
|
|
|
(569
|
)
|
|
(569
|
)
|
||||||||
Stock-based plans, including excess tax benefits
|
|
28
|
|
|
(62
|
)
|
|
|
|
|
|
|
|
(62
|
)
|
||||||||
Stock-based compensation expense
|
|
|
|
3,040
|
|
|
|
|
|
|
|
|
3,040
|
|
|||||||||
Balance, June 30, 2015
|
|
27,361
|
|
|
$
|
107,767
|
|
|
$
|
1,219,119
|
|
|
$
|
(10,057
|
)
|
|
$
|
(735,911
|
)
|
|
$
|
580,918
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Construction in progress in accounts payable
|
$
|
189
|
|
|
$
|
2,755
|
|
|
$
|
332
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation expense
|
$
|
18,867
|
|
|
$
|
17,419
|
|
|
$
|
16,036
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Advertising expense as a percentage of net sales
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
Income from continuing operations
|
$
|
101,686
|
|
|
$
|
100,986
|
|
|
$
|
103,860
|
|
Income from continuing operations available to participating securities
|
(143
|
)
|
|
(174
|
)
|
|
(326
|
)
|
|||
Income from continuing operations available to common shareholders
|
$
|
101,543
|
|
|
$
|
100,812
|
|
|
$
|
103,534
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding - basic
|
27,300
|
|
|
27,264
|
|
|
27,252
|
|
|||
Incremental share effect from:
|
|
|
|
|
|
||||||
Nonparticipating restricted stock
|
3
|
|
|
3
|
|
|
3
|
|
|||
Stock-settled stock appreciation rights
|
24
|
|
|
41
|
|
|
30
|
|
|||
Weighted average common shares outstanding - diluted
|
27,327
|
|
|
27,308
|
|
|
27,285
|
|
|||
|
|
|
|
|
|
||||||
Income per common share from continuing operations - basic
|
$
|
3.72
|
|
|
$
|
3.70
|
|
|
$
|
3.80
|
|
Income per common share from continuing operations - diluted
|
$
|
3.72
|
|
|
$
|
3.69
|
|
|
$
|
3.79
|
|
|
2015
|
|
2014
|
||||
Accumulated other comprehensive loss at beginning of year
|
$
|
(8,061
|
)
|
|
$
|
(8,391
|
)
|
Defined Benefit Pension Plan Items:
|
|
|
|
||||
Net (loss) gain arising during the period
|
(3,408
|
)
|
|
65
|
|
||
Amortization of unrecognized net loss
(1)
|
429
|
|
|
460
|
|
||
Postretirement Benefit Plan Items:
|
|
|
|
||||
Net (loss) gain arising during the period
|
(155
|
)
|
|
31
|
|
||
Amortization of unrecognized net gain
(1)
|
(28
|
)
|
|
(27
|
)
|
||
Amortization of prior service asset
(1)
|
(5
|
)
|
|
(5
|
)
|
||
Total other comprehensive (loss) income, before tax
|
(3,167
|
)
|
|
524
|
|
||
Total tax benefit (expense)
|
1,171
|
|
|
(194
|
)
|
||
Other comprehensive (loss) income, net of tax
|
(1,996
|
)
|
|
330
|
|
||
Accumulated other comprehensive loss at end of year
|
$
|
(10,057
|
)
|
|
$
|
(8,061
|
)
|
Balance Sheet Captions
|
Allocation
|
|
|
Receivables
|
$
|
2,479
|
|
Inventories
|
3,748
|
|
|
Other current assets
|
212
|
|
|
Property, plant and equipment
|
6,937
|
|
|
Goodwill (not tax deductible)
|
53,948
|
|
|
Other intangible assets
|
44,000
|
|
|
Current liabilities
|
(2,445
|
)
|
|
Deferred tax liabilities
|
(16,651
|
)
|
|
Net assets acquired
|
$
|
92,228
|
|
|
|
||
2016
|
$
|
4,754
|
|
2017
|
$
|
3,814
|
|
2018
|
$
|
2,794
|
|
2019
|
$
|
2,755
|
|
2020
|
$
|
1,147
|
|
Thereafter
|
$
|
284
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating leases:
|
|
|
|
|
|
||||||
Minimum rentals
|
$
|
5,036
|
|
|
$
|
5,079
|
|
|
$
|
4,780
|
|
Contingent rentals
|
6
|
|
|
86
|
|
|
122
|
|
|||
Short-term cancelable leases
|
900
|
|
|
793
|
|
|
1,093
|
|
|||
Total
|
$
|
5,942
|
|
|
$
|
5,958
|
|
|
$
|
5,995
|
|
|
Carrying Value
|
||
Goodwill at beginning of year
|
$
|
89,840
|
|
Goodwill acquired during the year
|
53,948
|
|
|
Goodwill at end of year
|
$
|
143,788
|
|
|
2015
|
|
2014
|
||||
Tradename (30-year life)
|
|
|
|
||||
Gross carrying value
|
$
|
34,500
|
|
|
$
|
—
|
|
Accumulated amortization
|
(365
|
)
|
|
—
|
|
||
Net carrying value
|
$
|
34,135
|
|
|
$
|
—
|
|
Trademarks (40-year life)
|
|
|
|
||||
Gross carrying value
|
$
|
370
|
|
|
$
|
370
|
|
Accumulated amortization
|
(223
|
)
|
|
(214
|
)
|
||
Net carrying value
|
$
|
147
|
|
|
$
|
156
|
|
Customer Relationships (10 to 15-year life)
|
|
|
|
||||
Gross carrying value
|
$
|
18,020
|
|
|
$
|
13,020
|
|
Accumulated amortization
|
(8,882
|
)
|
|
(7,800
|
)
|
||
Net carrying value
|
$
|
9,138
|
|
|
$
|
5,220
|
|
Technology / Know-how (10-year life)
|
|
|
|
||||
Gross carrying value
|
$
|
3,900
|
|
|
$
|
—
|
|
Accumulated amortization
|
(114
|
)
|
|
—
|
|
||
Net carrying value
|
$
|
3,786
|
|
|
$
|
—
|
|
Non-compete Agreements (5-year life)
|
|
|
|
||||
Gross carrying value
|
$
|
600
|
|
|
$
|
—
|
|
Accumulated amortization
|
(35
|
)
|
|
—
|
|
||
Net carrying value
|
$
|
565
|
|
|
$
|
—
|
|
Total net carrying value
|
$
|
47,771
|
|
|
$
|
5,376
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Amortization expense
|
$
|
1,605
|
|
|
$
|
946
|
|
|
$
|
945
|
|
|
|
||
2016
|
$
|
2,905
|
|
2017
|
$
|
2,764
|
|
2018
|
$
|
2,764
|
|
2019
|
$
|
2,764
|
|
2020
|
$
|
2,729
|
|
|
2015
|
|
2014
|
||||
Compensation and employee benefits
|
$
|
21,969
|
|
|
$
|
19,635
|
|
Distribution
|
5,445
|
|
|
6,440
|
|
||
Other taxes
|
1,182
|
|
|
1,219
|
|
||
Marketing
|
1,830
|
|
|
1,815
|
|
||
Other
|
5,395
|
|
|
2,056
|
|
||
Total accrued liabilities
|
$
|
35,821
|
|
|
$
|
31,165
|
|
|
2015
|
|
2014
|
||||
Workers compensation
|
$
|
8,477
|
|
|
$
|
9,450
|
|
Gross tax contingency reserve
|
1,487
|
|
|
963
|
|
||
Pension benefit liability
|
5,070
|
|
|
2,946
|
|
||
Postretirement benefit liability
|
2,806
|
|
|
2,608
|
|
||
Deferred compensation and accrued interest
|
4,411
|
|
|
4,055
|
|
||
Other
|
1,403
|
|
|
2,186
|
|
||
Total other noncurrent liabilities
|
$
|
23,654
|
|
|
$
|
22,208
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
Federal
|
$
|
47,601
|
|
|
$
|
48,718
|
|
|
$
|
45,350
|
|
State and local
|
5,229
|
|
|
4,526
|
|
|
3,475
|
|
|||
Total current provision
|
52,830
|
|
|
53,244
|
|
|
48,825
|
|
|||
Deferred Federal, state and local provision (benefit)
|
36
|
|
|
(951
|
)
|
|
1,133
|
|
|||
Total taxes based on income
|
$
|
52,866
|
|
|
$
|
52,293
|
|
|
$
|
49,958
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Tax benefits recorded directly to common stock
|
$
|
563
|
|
|
$
|
1,020
|
|
|
$
|
794
|
|
|
2015
|
|
2014
|
|
2013
|
|||
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes
|
2.2
|
|
|
2.0
|
|
|
1.5
|
|
ESOP dividend deduction
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.8
|
)
|
Domestic manufacturing deduction for qualified income
|
(3.0
|
)
|
|
(3.0
|
)
|
|
(3.1
|
)
|
Other
|
0.2
|
|
|
0.3
|
|
|
(0.1
|
)
|
Effective rate
|
34.2
|
%
|
|
34.1
|
%
|
|
32.5
|
%
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Inventories
|
$
|
1,179
|
|
|
$
|
720
|
|
Employee medical and other benefits
|
11,135
|
|
|
10,149
|
|
||
Receivable and other allowances
|
5,652
|
|
|
4,410
|
|
||
Intangible assets
|
—
|
|
|
482
|
|
||
Other accrued liabilities
|
2,229
|
|
|
2,413
|
|
||
Total deferred tax assets
|
20,195
|
|
|
18,174
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
(22,968
|
)
|
|
(21,307
|
)
|
||
Intangible assets
|
(15,223
|
)
|
|
—
|
|
||
Goodwill
|
(4,869
|
)
|
|
(4,212
|
)
|
||
Other
|
(75
|
)
|
|
(79
|
)
|
||
Total deferred tax liabilities
|
(43,135
|
)
|
|
(25,598
|
)
|
||
Net deferred tax liability
|
$
|
(22,940
|
)
|
|
$
|
(7,424
|
)
|
|
2015
|
|
2014
|
||||
Net current deferred tax assets
|
$
|
12,788
|
|
|
$
|
11,329
|
|
Prepaid Federal, state and local income taxes
|
$
|
4,402
|
|
|
$
|
9,688
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cash payments for income taxes
|
$
|
43,027
|
|
|
$
|
37,277
|
|
|
$
|
56,992
|
|
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
963
|
|
|
$
|
912
|
|
Tax positions related to the current year:
|
|
|
|
||||
Additions
|
54
|
|
|
66
|
|
||
Reductions
|
—
|
|
|
—
|
|
||
Tax positions related to prior years:
|
|
|
|
||||
Additions
|
516
|
|
|
39
|
|
||
Reductions
|
(46
|
)
|
|
(54
|
)
|
||
Settlements
|
—
|
|
|
—
|
|
||
Balance, end of year
|
$
|
1,487
|
|
|
$
|
963
|
|
|
2015
|
|
2014
|
||||
Expense recognized for net tax-related interest and penalties
|
$
|
87
|
|
|
$
|
9
|
|
|
2015
|
|
2014
|
||||
Accrued interest and penalties included in the gross tax contingency reserve
|
$
|
479
|
|
|
$
|
392
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Specialty Foods
|
|
|
|
|
|
||||||
Non-frozen
|
$
|
741,726
|
|
|
$
|
681,872
|
|
|
$
|
649,447
|
|
Frozen
|
362,788
|
|
|
359,203
|
|
|
364,356
|
|
|||
Total
|
$
|
1,104,514
|
|
|
$
|
1,041,075
|
|
|
$
|
1,013,803
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net Sales
(1) (3)
|
$
|
1,104,514
|
|
|
$
|
1,041,075
|
|
|
$
|
1,013,803
|
|
Operating Income
(1) (3)
|
|
|
|
|
|
||||||
Specialty Foods
|
$
|
167,095
|
|
|
$
|
165,383
|
|
|
$
|
165,710
|
|
Corporate Expenses
|
(12,234
|
)
|
|
(11,616
|
)
|
|
(11,787
|
)
|
|||
Total
|
$
|
154,861
|
|
|
$
|
153,767
|
|
|
$
|
153,923
|
|
Identifiable Assets
(2)
|
|
|
|
|
|
||||||
Specialty Foods
|
$
|
514,605
|
|
|
$
|
405,416
|
|
|
$
|
392,494
|
|
Corporate
|
200,339
|
|
|
233,214
|
|
|
148,892
|
|
|||
Assets of Discontinued Operations
|
—
|
|
|
—
|
|
|
78,578
|
|
|||
Total
|
$
|
714,944
|
|
|
$
|
638,630
|
|
|
$
|
619,964
|
|
Capital Expenditures
(3)
|
|
|
|
|
|
||||||
Specialty Foods
|
$
|
18,230
|
|
|
$
|
15,578
|
|
|
$
|
23,341
|
|
Corporate
|
68
|
|
|
67
|
|
|
119
|
|
|||
Total
|
$
|
18,298
|
|
|
$
|
15,645
|
|
|
$
|
23,460
|
|
Depreciation and Amortization
(3)
|
|
|
|
|
|
||||||
Specialty Foods
|
$
|
20,929
|
|
|
$
|
18,785
|
|
|
$
|
17,469
|
|
Corporate
|
182
|
|
|
208
|
|
|
148
|
|
|||
Total
|
$
|
21,111
|
|
|
$
|
18,993
|
|
|
$
|
17,617
|
|
(1)
|
All intercompany transactions have been eliminated.
|
(2)
|
Segment identifiable assets include those assets used in its operations and other intangible assets allocated to purchased businesses. Corporate assets consist principally of cash and equivalents, prepaid Federal, state and local income taxes and deferred income taxes.
|
(3)
|
Financial information reflects continuing operations.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales to McLane
|
$
|
202,218
|
|
|
$
|
186,817
|
|
|
$
|
132,872
|
|
As a percentage of consolidated net sales
|
18
|
%
|
|
18
|
%
|
|
13
|
%
|
|||
Net sales to Wal-Mart
|
$
|
177,354
|
|
|
$
|
175,388
|
|
|
$
|
168,976
|
|
As a percentage of consolidated net sales
|
16
|
%
|
|
17
|
%
|
|
17
|
%
|
|
2015
|
|
2014
|
|
2013
|
||||||
SSSARs granted
|
149
|
|
|
146
|
|
|
108
|
|
|||
Weighted average grant date fair value per right
|
$
|
9.94
|
|
|
$
|
11.84
|
|
|
$
|
9.04
|
|
Weighted average assumptions used in fair value calculations:
|
|
|
|
|
|
||||||
Risk-free interest rate
|
0.86
|
%
|
|
0.75
|
%
|
|
0.33
|
%
|
|||
Dividend yield
|
2.02
|
%
|
|
1.97
|
%
|
|
2.09
|
%
|
|||
Volatility factor of the expected market price of our common stock
|
19.62
|
%
|
|
22.35
|
%
|
|
23.23
|
%
|
|||
Weighted average expected life in years
|
2.71
|
|
|
3.12
|
|
|
2.67
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Compensation expense
|
$
|
1,288
|
|
|
$
|
1,092
|
|
|
$
|
1,316
|
|
Tax benefits
|
$
|
451
|
|
|
$
|
382
|
|
|
$
|
461
|
|
Intrinsic value of exercises
|
$
|
1,162
|
|
|
$
|
2,692
|
|
|
$
|
1,851
|
|
Excess tax benefits
|
$
|
410
|
|
|
$
|
942
|
|
|
$
|
659
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fair value of vested rights
|
$
|
1,252
|
|
|
$
|
1,145
|
|
|
$
|
1,476
|
|
|
Number of
Rights
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life in
Years
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding at beginning of year
|
358
|
|
|
$
|
76.75
|
|
|
|
|
|
||
Exercised
|
(81
|
)
|
|
$
|
65.77
|
|
|
|
|
|
||
Granted
|
149
|
|
|
$
|
91.13
|
|
|
|
|
|
||
Forfeited
|
(31
|
)
|
|
$
|
79.42
|
|
|
|
|
|
||
Outstanding at end of year
|
395
|
|
|
$
|
84.24
|
|
|
3.58
|
|
$
|
2,653
|
|
Exercisable and vested at end of year
|
128
|
|
|
$
|
75.55
|
|
|
2.48
|
|
$
|
1,956
|
|
Vested and expected to vest at end of year
|
386
|
|
|
$
|
84.26
|
|
|
3.58
|
|
$
|
2,581
|
|
|
|
Outstanding
|
|
Exercisable
|
||||||||
|
|
|
|
|
|
Weighted Average
|
|
|
|
|
||
Grant Years
|
|
Range of
Exercise Prices
|
|
Number
Outstanding
|
|
Remaining
Contractual
Life in
Years
|
|
Exercise
Price
|
|
Number
Exercisable
|
|
Weighted
Average
Exercise
Price
|
2015
|
|
$91.13
|
|
149
|
|
4.66
|
|
$91.13
|
|
—
|
|
$—
|
2014
|
|
$79.78-$89.29
|
|
131
|
|
3.65
|
|
$89.14
|
|
43
|
|
$89.14
|
2013
|
|
$72.67
|
|
56
|
|
2.66
|
|
$72.67
|
|
26
|
|
$72.67
|
2012
|
|
$63.50-$68.12
|
|
52
|
|
1.65
|
|
$68.05
|
|
52
|
|
$68.05
|
2011
|
|
$57.78
|
|
7
|
|
0.65
|
|
$57.78
|
|
7
|
|
$57.78
|
|
2015
|
|
2014
|
|
2013
|
||||||
Employees
|
|
|
|
|
|
||||||
Restricted stock granted
|
9
|
|
|
24
|
|
|
8
|
|
|||
Grant date fair value
|
$
|
845
|
|
|
$
|
2,190
|
|
|
$
|
572
|
|
Weighted average grant date fair value per award
|
$
|
91.13
|
|
|
$
|
89.21
|
|
|
$
|
72.67
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Nonemployee directors
|
|
|
|
|
|
||||||
Restricted stock granted
|
7
|
|
|
6
|
|
|
7
|
|
|||
Grant date fair value
|
$
|
639
|
|
|
$
|
490
|
|
|
$
|
490
|
|
Weighted average grant date fair value per award
|
$
|
92.92
|
|
|
$
|
84.42
|
|
|
$
|
73.29
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Compensation expense
|
$
|
1,752
|
|
|
$
|
1,434
|
|
|
$
|
1,411
|
|
Tax benefits
|
$
|
613
|
|
|
$
|
502
|
|
|
$
|
494
|
|
Excess tax benefits
|
$
|
153
|
|
|
$
|
78
|
|
|
$
|
135
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Fair value of vested shares
|
$
|
1,836
|
|
|
$
|
931
|
|
|
$
|
1,842
|
|
|
Number of
Shares
|
|
Weighted
Average Grant
Date Fair Value
|
|||
Unvested restricted stock at beginning of year
|
58
|
|
|
$
|
79.09
|
|
Granted
|
16
|
|
|
$
|
91.89
|
|
Vested
|
(26
|
)
|
|
$
|
71.84
|
|
Forfeited
|
(3
|
)
|
|
$
|
79.64
|
|
Unvested restricted stock at end of year
|
45
|
|
|
$
|
87.71
|
|
|
2015
|
|
2014
|
||
Weighted-average assumption as of June 30
|
|
|
|
||
Discount rate
|
4.12
|
%
|
|
4.02
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate
|
4.02
|
%
|
|
4.57
|
%
|
|
3.78
|
%
|
Expected long-term return on plan assets
|
7.00
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
June 30, 2015
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
522
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
522
|
|
Money market funds
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||
U.S. government obligations
|
—
|
|
|
4,266
|
|
|
—
|
|
|
4,266
|
|
||||
Municipal obligations
|
—
|
|
|
161
|
|
|
—
|
|
|
161
|
|
||||
Corporate obligations
|
—
|
|
|
3,174
|
|
|
—
|
|
|
3,174
|
|
||||
Mortgage obligations
|
—
|
|
|
1,857
|
|
|
—
|
|
|
1,857
|
|
||||
Mutual funds fixed income
|
8,820
|
|
|
—
|
|
|
—
|
|
|
8,820
|
|
||||
Mutual funds equity
|
18,165
|
|
|
—
|
|
|
—
|
|
|
18,165
|
|
||||
Total
|
$
|
27,688
|
|
|
$
|
9,458
|
|
|
$
|
—
|
|
|
$
|
37,146
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2014
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash and equivalents
|
$
|
550
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
550
|
|
Money market funds
|
460
|
|
|
—
|
|
|
—
|
|
|
460
|
|
||||
U.S. government obligations
|
—
|
|
|
3,821
|
|
|
—
|
|
|
3,821
|
|
||||
Corporate obligations
|
—
|
|
|
2,921
|
|
|
—
|
|
|
2,921
|
|
||||
Mortgage obligations
|
—
|
|
|
2,181
|
|
|
—
|
|
|
2,181
|
|
||||
Mutual funds fixed income
|
8,300
|
|
|
—
|
|
|
—
|
|
|
8,300
|
|
||||
Mutual funds equity
|
20,492
|
|
|
—
|
|
|
—
|
|
|
20,492
|
|
||||
Total
|
$
|
29,802
|
|
|
$
|
8,923
|
|
|
$
|
—
|
|
|
$
|
38,725
|
|
|
2015
|
|
2014
|
||||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
41,233
|
|
|
$
|
39,519
|
|
Interest cost
|
1,612
|
|
|
1,754
|
|
||
Actuarial loss
|
1,414
|
|
|
2,241
|
|
||
Benefits paid
|
(2,217
|
)
|
|
(2,281
|
)
|
||
Benefit obligation at end of year
|
$
|
42,042
|
|
|
$
|
41,233
|
|
|
2015
|
|
2014
|
||||
Change in plan assets
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
38,725
|
|
|
$
|
36,243
|
|
Actual return on plan assets
|
638
|
|
|
4,763
|
|
||
Employer contributions
|
—
|
|
|
—
|
|
||
Benefits paid
|
(2,217
|
)
|
|
(2,281
|
)
|
||
Fair value of plan assets at end of year
|
$
|
37,146
|
|
|
$
|
38,725
|
|
|
2015
|
|
2014
|
||||
Reconciliation of funded status
|
|
|
|
||||
Net accrued benefit cost
|
$
|
(4,896
|
)
|
|
$
|
(2,508
|
)
|
|
2015
|
|
2014
|
||||
Amounts recognized in the consolidated balance sheets consist of
|
|
|
|
||||
Prepaid benefit cost (noncurrent assets)
|
$
|
174
|
|
|
$
|
438
|
|
Accrued benefit liability (noncurrent liabilities)
|
(5,070
|
)
|
|
(2,946
|
)
|
||
Net amount recognized
|
$
|
(4,896
|
)
|
|
$
|
(2,508
|
)
|
|
2015
|
|
2014
|
||||
Accumulated benefit obligation
|
$
|
42,042
|
|
|
$
|
41,233
|
|
|
2015
|
|
2014
|
||||
Benefit obligations
|
$
|
38,980
|
|
|
$
|
38,170
|
|
Fair value of plan assets at end of year
|
$
|
33,910
|
|
|
$
|
35,224
|
|
|
2015
|
|
2014
|
||||
Net actuarial loss
|
$
|
16,564
|
|
|
$
|
13,585
|
|
Income taxes
|
(6,120
|
)
|
|
(5,019
|
)
|
||
Total
|
$
|
10,444
|
|
|
$
|
8,566
|
|
|
2016
|
||
Net actuarial loss
|
$
|
542
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Components of net periodic benefit income
|
|
|
|
|
|
||||||
Interest cost
|
$
|
1,612
|
|
|
$
|
1,754
|
|
|
$
|
1,633
|
|
Expected return on plan assets
|
(2,632
|
)
|
|
(2,457
|
)
|
|
(2,380
|
)
|
|||
Amortization of unrecognized net loss
|
429
|
|
|
460
|
|
|
687
|
|
|||
Amortization of unrecognized net asset existing at transition
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net periodic benefit income
|
$
|
(591
|
)
|
|
$
|
(243
|
)
|
|
$
|
(61
|
)
|
|
|
||
2016
|
$
|
2,294
|
|
2017
|
$
|
2,304
|
|
2018
|
$
|
2,322
|
|
2019
|
$
|
2,354
|
|
2020
|
$
|
2,405
|
|
2021 - 2025
|
$
|
12,752
|
|
|
2015
|
|
2014
|
||
Weighted-average assumption as of June 30
|
|
|
|
||
Discount rate
|
4.12
|
%
|
|
4.02
|
%
|
|
2015
|
|
2014
|
|
2013
|
|||
Discount rate
|
4.02
|
%
|
|
4.57
|
%
|
|
3.78
|
%
|
Health care cost trend rate - pre-Medicare eligible claims
|
7.50
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
Health care cost trend rate - Medicare eligible claims
|
6.75
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
2015
|
|
2014
|
||||
Change in benefit obligation
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
2,779
|
|
|
$
|
2,934
|
|
Service cost
|
32
|
|
|
31
|
|
||
Interest cost
|
108
|
|
|
130
|
|
||
Actuarial loss (gain)
|
155
|
|
|
(31
|
)
|
||
Curtailment gain
|
—
|
|
|
(161
|
)
|
||
Plan participant contributions
|
49
|
|
|
53
|
|
||
Benefits paid
|
(148
|
)
|
|
(177
|
)
|
||
Benefit obligation at end of year
|
$
|
2,975
|
|
|
$
|
2,779
|
|
|
2015
|
|
2014
|
||||
Change in plan assets
|
|
|
|
||||
Employer contributions
|
$
|
99
|
|
|
$
|
124
|
|
Plan participant contributions
|
49
|
|
|
53
|
|
||
Benefits paid
|
(148
|
)
|
|
(177
|
)
|
||
Fair value of plan assets at end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
2015
|
|
2014
|
||||
Reconciliation of funded status
|
|
|
|
||||
Net accrued benefit cost
|
$
|
(2,975
|
)
|
|
$
|
(2,779
|
)
|
|
2015
|
|
2014
|
||||
Amounts recognized in the consolidated balance sheets consist of
|
|
|
|
||||
Current accrued benefit liability
|
$
|
(169
|
)
|
|
$
|
(171
|
)
|
Noncurrent accrued benefit liability
|
$
|
(2,806
|
)
|
|
$
|
(2,608
|
)
|
|
2015
|
|
2014
|
||||
Accumulated benefit obligation
|
$
|
2,975
|
|
|
$
|
2,779
|
|
|
2015
|
|
2014
|
||||
Net actuarial gain
|
$
|
(605
|
)
|
|
$
|
(788
|
)
|
Prior service benefit
|
(8
|
)
|
|
(13
|
)
|
||
Income taxes
|
226
|
|
|
296
|
|
||
Total
|
$
|
(387
|
)
|
|
$
|
(505
|
)
|
|
2016
|
||
Prior service asset amortization
|
$
|
(5
|
)
|
Unrecognized gain amortization
|
(17
|
)
|
|
Total
|
$
|
(22
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Components of net periodic benefit cost (income)
|
|
|
|
|
|
||||||
Service cost
|
$
|
32
|
|
|
$
|
31
|
|
|
$
|
31
|
|
Interest cost
|
108
|
|
|
130
|
|
|
113
|
|
|||
Curtailment benefit
|
—
|
|
|
(161
|
)
|
|
—
|
|
|||
Amortization of unrecognized net gain
|
(28
|
)
|
|
(27
|
)
|
|
(22
|
)
|
|||
Amortization of prior service asset
|
(5
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|||
Net periodic benefit cost (income)
|
$
|
107
|
|
|
$
|
(32
|
)
|
|
$
|
117
|
|
|
|
||
2016
|
$
|
169
|
|
2017
|
$
|
160
|
|
2018
|
$
|
168
|
|
2019
|
$
|
175
|
|
2020
|
$
|
182
|
|
2021 - 2025
|
$
|
923
|
|
|
2015
|
|
2014
|
||
Pre-Medicare eligible claims:
|
|
|
|
||
Health care cost trend rate assumed for next fiscal year
|
7.50
|
%
|
|
7.50
|
%
|
Ultimate health care cost trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Year that rate reaches ultimate trend rate
|
2024
|
|
|
2021
|
|
|
|
|
|
||
Medicare eligible claims:
|
|
|
|
||
Health care cost trend rate assumed for next fiscal year
|
8.00
|
%
|
|
6.75
|
%
|
Ultimate health care cost trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Year that rate reaches ultimate trend rate
|
2024
|
|
|
2021
|
|
|
1-Percentage-Point
Increase
|
|
1-Percentage-Point
Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
10
|
|
|
$
|
(8
|
)
|
Effect on postretirement benefit obligation as of June 30, 2015
|
$
|
233
|
|
|
$
|
(203
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Costs related to defined contribution plans
|
$
|
888
|
|
|
$
|
808
|
|
|
$
|
724
|
|
|
|
|
|
Pension Protection
Act Zone Status
|
|
|
|
Fiscal Year
Contributions
|
|
|
|
|
||||||||||||
Plan Name
|
|
EIN/PN
|
|
2014
|
|
2013
|
|
FIP/RP Status
Pending /
Implemented
|
|
2015
|
|
2014
|
|
2013
|
|
Surcharge
Imposed
|
|
Expiration
Date of
Collective
Bargaining
Agreement
|
||||||
Cleveland Bakers and Teamsters Pension Fund
|
|
34-0904419-001
|
|
Red
12/31/13 |
|
Red
12/31/12 |
|
Yes,
Implemented |
|
$
|
1,501
|
|
|
$
|
1,332
|
|
|
$
|
1,324
|
|
|
No
|
|
4/30/2016
|
Western Conference of Teamsters Pension Plan
|
|
91-6145047-001
|
|
Green
12/31/13 |
|
Green
12/31/12 |
|
No
|
|
440
|
|
|
397
|
|
|
390
|
|
|
No
|
|
12/15/2018
|
|||
Total contributions to multiemployer plans
|
|
|
|
|
|
|
|
|
|
$
|
1,941
|
|
|
$
|
1,729
|
|
|
$
|
1,714
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Multiemployer health and welfare plan contributions
|
$
|
3,796
|
|
|
$
|
3,367
|
|
|
$
|
3,666
|
|
|
2015
|
|
2014
|
||||
Liability for deferred compensation and accrued interest
|
$
|
4,411
|
|
|
$
|
4,055
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Deferred compensation expense
|
$
|
136
|
|
|
$
|
131
|
|
|
$
|
118
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal Year
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
259,987
|
|
|
$
|
303,411
|
|
|
$
|
263,400
|
|
|
$
|
277,716
|
|
|
$
|
1,104,514
|
|
Gross Margin
|
$
|
57,424
|
|
|
$
|
78,653
|
|
|
$
|
56,625
|
|
|
$
|
64,990
|
|
|
$
|
257,692
|
|
Income From Continuing Operations
|
$
|
22,761
|
|
|
$
|
32,954
|
|
|
$
|
20,403
|
|
|
$
|
25,568
|
|
|
$
|
101,686
|
|
Net Income
|
$
|
22,761
|
|
|
$
|
32,954
|
|
|
$
|
20,403
|
|
|
$
|
25,568
|
|
|
$
|
101,686
|
|
Diluted Income Per Common Share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
0.83
|
|
|
$
|
1.20
|
|
|
$
|
0.75
|
|
|
$
|
0.93
|
|
|
$
|
3.72
|
|
Net Income
|
$
|
0.83
|
|
|
$
|
1.20
|
|
|
$
|
0.75
|
|
|
$
|
0.93
|
|
|
$
|
3.72
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Fiscal Year
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
$
|
248,137
|
|
|
$
|
292,281
|
|
|
$
|
241,849
|
|
|
$
|
258,808
|
|
|
$
|
1,041,075
|
|
Gross Margin
|
$
|
57,171
|
|
|
$
|
81,623
|
|
|
$
|
51,908
|
|
|
$
|
57,866
|
|
|
$
|
248,568
|
|
Income From Continuing Operations
|
$
|
24,052
|
|
|
$
|
37,133
|
|
|
$
|
18,900
|
|
|
$
|
20,901
|
|
|
$
|
100,986
|
|
Income (Loss) From Discontinued Operations, Net of Tax
|
$
|
749
|
|
|
$
|
2,101
|
|
|
$
|
(29,276
|
)
|
|
$
|
426
|
|
|
$
|
(26,000
|
)
|
Net Income (Loss)
|
$
|
24,801
|
|
|
$
|
39,234
|
|
|
$
|
(10,376
|
)
|
|
$
|
21,327
|
|
|
$
|
74,986
|
|
Diluted Income (Loss) Per Common Share
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing Operations
|
$
|
0.88
|
|
|
$
|
1.36
|
|
|
$
|
0.69
|
|
|
$
|
0.76
|
|
|
$
|
3.69
|
|
Discontinued Operations
|
$
|
0.03
|
|
|
$
|
0.08
|
|
|
$
|
(1.07
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.95
|
)
|
Net Income (Loss)
|
$
|
0.91
|
|
|
$
|
1.44
|
|
|
$
|
(0.38
|
)
|
|
$
|
0.78
|
|
|
$
|
2.74
|
|
(1)
|
Diluted income (loss) per common share amounts are calculated independently for each of the quarters presented. Accordingly, the sum of the quarterly income (loss) per common share amounts may not agree with the fiscal year.
|
1.
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
2.
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
|
3.
|
Provide reasonable assurance regarding prevention or timely detection of an unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
/s/ Deloitte & Touche LLP
|
Deloitte & Touche LLP
|
L
ANCASTER
C
OLONY
C
ORPORATION
|
|
(Registrant)
|
|
|
|
By:
|
/s/ J
OHN
B. G
ERLACH
, J
R
.
|
|
John B. Gerlach, Jr.
|
|
Chairman, Chief Executive Officer,
|
|
President and Director
|
|
|
Date:
|
August 28, 2015
|
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/
S
/ J
OHN
B. G
ERLACH
, J
R
.
|
|
Chairman,
|
|
August 28, 2015
|
John B. Gerlach, Jr.
|
|
Chief Executive Officer,
|
|
|
|
|
President and Director
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Treasurer, Vice President,
|
|
August 28, 2015
|
Douglas A. Fell
|
|
Assistant Secretary
|
|
|
|
|
and Chief Financial Officer
|
|
|
|
|
(Principal Financial and
|
|
|
|
|
Accounting Officer)
|
|
|
|
|
|
|
|
/
S
/ J
AMES
B. B
ACHMANN
|
|
Director
|
|
August 19, 2015
|
James B. Bachmann
|
|
|
|
|
|
|
|
|
|
/
S
/ N
EELI
B
ENDAPUDI
|
|
Director
|
|
August 19, 2015
|
Neeli Bendapudi
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OHN
L. B
OYLAN
|
|
Director
|
|
August 19, 2015
|
John L. Boylan
|
|
|
|
|
|
|
|
|
|
/
S
/ K
ENNETH
L. C
OOKE
|
|
Director
|
|
August 19, 2015
|
Kenneth L. Cooke
|
|
|
|
|
|
|
|
|
|
/
S
/ R
OBERT
L. F
OX
|
|
Director
|
|
August 19, 2015
|
Robert L. Fox
|
|
|
|
|
|
|
|
|
|
/
S
/ A
LAN
F. H
ARRIS
|
|
Director
|
|
August 19, 2015
|
Alan F. Harris
|
|
|
|
|
|
|
|
|
|
/
S
/ R
OBERT
P. O
STRYNIEC
|
|
Director
|
|
August 19, 2015
|
Robert P. Ostryniec
|
|
|
|
|
|
|
|
|
|
/
S
/ Z
UHEIR
S
OFIA
|
|
Director
|
|
August 19, 2015
|
Zuheir Sofia
|
|
|
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||||||
Description
|
|
Balance at Beginning of Year
|
|
Additions Charged to Costs and Expenses
|
|
Additions Charged to Other Accounts (A)
|
|
Deductions (B)
|
|
Balance at End of Year
|
||||||||||
Reserves deducted from asset to which they apply - Allowance for doubtful accounts (amounts in thousands):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended June 30, 2013
|
|
$
|
361
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
340
|
|
Year Ended June 30, 2014
|
|
$
|
340
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
432
|
|
Year Ended June 30, 2015
|
|
$
|
432
|
|
|
$
|
(263
|
)
|
|
$
|
41
|
|
|
$
|
4
|
|
|
$
|
206
|
|
(A)
|
Represents balance acquired in 2015 acquisition of Flatout.
|
(B)
|
Represents uncollectible accounts written-off net of recoveries.
|
Exhibit
Number
|
|
Description
|
2.1
|
|
Stock Purchase Agreement, dated as of March 13, 2015 by and among T. Marzetti Company, as Buyer, Flatout Holdings, Inc., as the Company, the shareholders of the Company, as Sellers, and NCP-Flatout Seller Rep LLC as Sellers’ Representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (000-04065), filed March 16, 2015).
|
|
|
|
2.2
|
|
Asset Purchase Agreement Between Lancaster Colony Corporation and CL Products International, LLC, dated as of January 30, 2014 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K (000-04065), filed January 30, 2014).
|
|
|
|
3.1
|
|
Amended and Restated Articles of Incorporation of Lancaster Colony Corporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q (000-04065), filed February 9, 2009).
|
|
|
|
3.2
|
|
Amended and Restated Regulations of Lancaster Colony Corporation (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q (000-04065), filed February 9, 2009).
|
|
|
|
4.1*
|
|
Specimen Certificate of Common Stock.
|
|
|
|
10.1
|
|
Credit Agreement, dated as of April 18, 2012, by and among Lancaster Colony Corporation, the Lenders (as defined therein) and JPMorgan Chase Bank, NA (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed April 23, 2012).
|
|
|
|
10.2*
|
|
Joinder and Amendment Agreement, dated as of May 5, 2015, by and among Lancaster Colony Corporation, the Lenders and JPMorgan Chase Bank, NA.
|
|
|
|
10.3
(a)
|
|
Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (000-04065), filed September 26, 2000).
|
|
|
|
10.4
(a)
|
|
2004 Amendment to Lancaster Colony Corporation Executive Employee Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed January 3, 2005).
|
|
|
|
10.5
(a)
|
|
Lancaster Colony Corporation 2005 Executive Employee Deferred Compensation Plan (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K (000-04065), filed February 25, 2005).
|
|
|
|
10.6
(a)
|
|
Lancaster Colony Corporation Amended and Restated 2005 Stock Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (000-04065), filed November 19, 2010).
|
|
|
|
10.7
(a)
|
|
Form of Restricted Stock Award Agreement for Directors under the Lancaster Colony Corporation 2005 Stock Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed February 9, 2011).
|
|
|
|
10.8
(a)
|
|
Form of Stock Appreciation Rights Award Agreement for employees and consultants under the Lancaster Colony Corporation 2005 Stock Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed May 7, 2015).
|
|
|
|
10.9
(a)
|
|
Form of Restricted Stock Award Agreement for employees and consultants under the Lancaster Colony Corporation 2005 Stock Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q (000-04065), filed May 7, 2015).
|
|
|
|
10.10
(a)
|
|
Amended and Restated Key Employee Severance Agreement, dated December 3, 2008, between Lancaster Colony Corporation and Bruce L. Rosa (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q (000-04065), filed February 9, 2009).
|
|
|
|
10.11
(a)
|
|
Description of Executive Bonus Arrangements (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K (000-04065), filed September 10, 2004).
|
|
|
|
21*
|
|
Subsidiaries of Registrant.
|
|
|
|
23*
|
|
Consent of Independent Registered Public Accounting Firm.
|
New Guarantor:
|
|
|
|
FLATOUT, INC.
|
|
|
|
By:
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Douglas A. Fell, Treasurer
|
|
|
By:
|
/
S
/ M
ATTHEW
R. S
HURTE
|
|
Matthew R. Shurte, Assistant Secretary
|
|
|
Borrower:
|
|
|
|
LANCASTER COLONY CORPORATION
|
|
|
|
By:
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Douglas A. Fell, Treasurer
|
|
|
By:
|
/
S
/ M
ATTHEW
R. S
HURTE
|
|
Matthew R. Shurte, Secretary
|
|
|
Existing Guarantors:
|
|
|
|
T. MARZETTI COMPANY
|
|
|
|
By:
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Douglas A. Fell, Treasurer
|
|
|
By:
|
/
S
/ M
ATTHEW
R. S
HURTE
|
|
Matthew R. Shurte, Assistant Secretary
|
|
|
THE QUALITY BAKERY COMPANY, INC.
|
|
|
|
By:
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Douglas A. Fell, Treasurer
|
|
|
By:
|
/
S
/ M
ATTHEW
R. S
HURTE
|
|
Matthew R. Shurte, Assistant Secretary
|
|
|
NEW YORK FROZEN FOODS, INC.
|
|
|
|
By:
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Douglas A. Fell, Treasurer
|
|
|
By:
|
/
S
/ M
ATTHEW
R. S
HURTE
|
|
Matthew R. Shurte, Assistant Secretary
|
|
|
MARZETTI FROZEN PASTA, INC.
|
|
|
|
By:
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Douglas A. Fell, Treasurer
|
|
|
By:
|
/
S
/ M
ATTHEW
R. S
HURTE
|
|
Matthew R. Shurte, Assistant Secretary
|
|
|
SISTER SCHUBERT'S HOMEMADE ROLLS, INC.
|
|
|
|
By:
|
/
S
/ D
OUGLAS
A. F
ELL
|
|
Douglas A. Fell, Treasurer
|
|
|
By:
|
/
S
/ M
ATTHEW
R. S
HURTE
|
|
Matthew R. Shurte, Assistant Secretary
|
|
|
Accepted and Agreed:
|
|
JPMORGAN CHASE BANK, N.A.,
|
|
as Administrative Agent on behalf of the Lenders
|
|
|
|
By:
|
/
S
/ D
IANE
M. F
AUNDA
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
Name
|
|
Segment
|
|
State of Incorporation
|
|
|
|
|
|
T. Marzetti Company
|
|
Specialty Foods
|
|
Ohio
|
Flatout, Inc.*
|
|
Specialty Foods
|
|
Delaware
|
Marzetti Frozen Pasta, Inc.*
|
|
Specialty Foods
|
|
Iowa
|
New York Frozen Foods, Inc.*
|
|
Specialty Foods
|
|
Ohio
|
Sister Schubert's Homemade Rolls, Inc.*
|
|
Specialty Foods
|
|
Alabama
|
The Quality Bakery Company, Inc.*
|
|
Specialty Foods
|
|
Ohio
|
/s/ Deloitte & Touche LLP
|
Deloitte & Touche LLP
|
1.
|
I have reviewed this Annual Report on Form 10-K of Lancaster Colony Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
|
Date:
|
August 28, 2015
|
By:
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/
S
/ J
OHN
B. G
ERLACH
, J
R
.
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John B. Gerlach, Jr.
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Lancaster Colony Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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August 28, 2015
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By:
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/s/ D
OUGLAS
A. F
ELL
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Douglas A. Fell
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the date and for the periods expressed in the Report.
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By:
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/s/ J
OHN
B. G
ERLACH
, J
R
.
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John B. Gerlach, Jr.
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Chief Executive Officer
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August 28, 2015
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By:
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/s/ D
OUGLAS
A. F
ELL
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Douglas A. Fell
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Chief Financial Officer
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August 28, 2015
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